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"What If... Peter Quill Attacked Earth's Mightiest Heroes?" is the second episode of the second season of the Disney+ streaming television series, What If...? and the eleventh episode of the series overall. It premiered on December 23, 2023. It was written by Matthew Chauncey and directed by Bryan Andrews.

Synopsis[]

When Ego and a young Peter Quill threaten Earth in 1988, Howard Stark and Peggy Carter form a team.

Plot[]

The year is 1988. The US Airforce shoots down an unidentified craft at Peggy Carter's instructions, causing it to crash land in New York. Police go to the crash site, but are quickly overpowered by the telekinetic powers of its occupant...a kid...

Opening narration[]

Not just any kid, but Peter Quill. A son of Earth and the stars whose pain and loss now threatens to destroy the very world he once called home and the entire universe along with it... Six months earlier, the Ravagers were dispatched to abduct Peter Quill from his home world. But young Quill's captor couldn't bring himself to turn him over and chose to raise him as his own. At least, that's how the story often goes. But in this universe, Yondu never had his change of heart. So he turned Peter over to his father, the Celestial being known as Ego... Ego called it the Expansion, a long held dream to remake the universe in his image. And with his son now at his side, he had all the power he needed to bring it to fruition.
The Watcher


At Project P.E.G.A.S.U.S., Peggy Carter and Howard Stark observe Peter's rampage through New York, and seeing the potential risk that a child with such power can pose to the world, Peggy recommends forming a team of heroes from across the planet to combat it, much to Howard's skepticism.

In San Francisco, Hank Pym and Hope van Dyne are still grieving after the loss of Janet. Howard phones Hank, who initially hangs up on Howard, but agrees once Hope shows him what's happening on the News. At Project P.E.G.A.S.U.S., Hank and Hope meet the rest of the team assembled: Bill Foster (Goliath) a former research partner of Hank Pym, King T'Chaka of Wakanda (Black Panther), and the Winter Soldier sent by the Soviet Union. Peggy and Howard immediately recognize the Winter Soldier as Sgt. Bucky Barnes, but Howard reminds Peggy that he is no longer the man they knew. The team is also introduced to Dr. Wendy Lawson (Mar-Vell), a Kree scientist leading the United States Airforce's research into the Tesseract, which powers a craft that allows the team to travel from the Mojave Desert to Coney Island in short time.

At Coney Island, while Wendy attempts to hack into Peter's ship, the team observe Peter Quill seemingly enjoying himself at the fair (after destroying a game stand from which he grabbed a raccoon plushie). Hank uses his ants to lure Peter into the funhouse, where King T'Chaka uses a laser grid to corner him in a hall of mirrors. In his panic, Peter destroys the funhouse. In the battle, Peter blasts his ship, causing Wendy to bail out, thankfully with Bill Foster catching her. The team attempt to retreat, but Peter uses his powers to restrain their craft, until Thor comes down from the sky, knocking Peter unconscious.

Back at Project P.E.G.A.S.U.S., Thor explains that Ego's expanse has already taken eight of the Nine Realms on his way to Earth, revealing he has found Ego's seedling in Missouri, and only a celestial being can destroy it. Meanwhile, Hope is dancing through the base, listening to her mother's Walkman, where she sees Peter in the cell. The two bonds over the music, as well as both having lost their mothers. Peter reveals that he is from Earth, and he just wants to go home. Hope uses Pym particles and a keycard she pinched off of Hank to shrink Peter's cell down and help him escape, giving him her Walkman as she does.

Hope explains to the team how it's actually Ego, Peter's father, behind the expanse and Peter only wanted to escape him. The team debate on what to do with Peter, with Thor and the Winter Soldier suggesting they kill him. Hope tells the team that she will only tell them where Peter went if they try to help him, since that's what Janet would have done.

Meanwhile, Ego is trying to connect to Peter, but he uses Hope's Walkman to drown his influence out, so Ego decides to go to Earth himself. As Bill Foster, King T'Chaka, Thor, Peggy Carter and the US Military keep Ego at bay in the desert, Hank and Wendy fly to Missouri to get Peter, who has gone to visit his mother's grave. Howard tries to contact the Winter Soldier to take the seedling to a secure location, only to discover that he too has travelled to Missouri, under the instructions of his controllers to kill Peter.

Hank meets up with Peter and attempts to comfort him, empathizing with how the two are both grieving, leading to Hank offering that Peter join their family. During this, as Peter is in the crosshairs of the Winter Soldier, Howard is able to hack his comms and urges him to break out of his programming, reminding him of Steve Rogers, and how the Bucky Barnes he knew would never take that shot. This, as well as seeing Hank & Peter embrace, gets Bucky to break out of his programming and stand down, much to Howard's relief.

Meanwhile, the other Avengers are quickly getting overrun by Ego, who is able to grab the seedling from the base. Thankfully, Hank, Peter & Wendy arrive, with Hank & Peter grabbing the seedling. Peter confronts Ego on what he's doing, especially since it is the home world of his mother, the woman Ego supposedly loved. Ego admits that he is the one responsible for Meredith's death. Peter takes the seedling and absorbs it into himself, and blasts Ego's form, causing him and his army of sand duplicates to disappear. Hank finds Peter and embraces him.

The team celebrate at Hank's house, with Wendy giving Goose to Hope & Peter. The Winter Soldier has gone off-radar, but Howard is unconcerned, as he's confident that Bucky Barnes still lives within him. Thor goes to depart, stating that while Ego's corporeal form has been defeated, his planet is still out there. The others, however, remind Thor that they are a team now, so the Avengers (including Peggy, Howard, Peter, Hope and Goose) join Thor in seeking out Ego.

Cast[]

Trivia[]

  • This episode lacks a closing narration from The Watcher.
  • Peter grabs a raccoon plushie from Coney Island, a likely reference to partnering up with Rocket Raccoon in the Sacred Timeline.
  • Peter crash lands on the the Grand Central bridge entrance, where the Avengers first fully assemble during the Battle of New York.
  • This episode reveals that Hope used to have a walkman when she was a child.
  • Howard suggests on putting the seedling down the garbage disposal which is what his son thought of about the Time Stone.
  • Peter says he's more of a dog person, which ties into Cosmo the Spacedog.
  • The cell in which Peter is held is similar to the one designed for Hulk, and later holding Abomination.
  • Much like his comic counterpart, this version of Hank Pym serves as a founding member of the Avengers.
  • Hank calls Thor "Goldilocks" again.
  • The timeline of this episode ties in with the prologue of Ant-Man, when an older Peggy Carter and Howard Stark, are shown. The episode takes place in 1988, a year before Hank Pym resigns in the prologue.
  • This is the first episode of the series where Hayley Atwell voices a variant of Peggy Carter, who is not Captain Carter.

Gallery[]


v - e - d
What If logo
Media
What If...? (soundtrack 1/2) • Marvel Studios: Assembled
Characters
The WatcherPeggy Carter/Captain CarterKahhoriT'Challa/Star-Lord/Black PantherDoctor Strange/Strange SupremeNick FuryBucky BarnesSteve Rogers/Captain AmericaThor OdinsonLoki LaufeysonClint Barton/HawkeyeNatasha Romanoff/Black WidowBruce Banner/HulkTony Stark/Iron ManVisionJ.A.R.V.I.S.HelaXu WenwuUltronCarol Danvers/Captain MarvelPhil CoulsonOkoyeNebulaSifHappy Hogan/FreakErik KillmongerGamoraThaddeus RossT'ChakaHoward the DuckBrock RumlowDrax the DestroyerCorvus GlaiveVolstaggArnim ZolaHoward StarkAbraham ErskineJohann Schmidt/Red SkullDum Dum DuganYondu UdontaThanosCollectorEgoCarinaProxima MidnightEbony MawKorathKraglin ObfonteriTaserfacePeter QuillHank Pym/Yellow JacketChristine PalmerWongAncient OneScott Lang/Ant-ManPeter Parker/Spider-ManJane FosterGrandmasterFriggaHogunFandralSurturUlysses KlaueMaria HillRhodeySharon CarterHope van Dyne/WaspBatrocDarcy LewisQueen RamondaPepper PottsShuriBetty RossCosmo the SpacedogIrani RaelGarthan Saal
Episodes
Season One: "What If... Captain Carter Were The First Avenger?" • "What If... T'Challa Became a Star-Lord?" • "What If... The World Lost Its Mightiest Heroes?" • "What If... Doctor Strange Lost His Heart Instead of His Hands?" • "What If... Zombies!?" • "What If... Killmonger Rescued Tony Stark?" • "What If... Thor Were an Only Child?" • "What If... Ultron Won?" • "What If... The Watcher Broke His Oath?"

Season Two: "What if... Nebula Joined the Nova Corps?" • "What if... Peter Quill Attacked Earth's Mightiest Heroes?" • "What if... Happy Hogan Saved Christmas?" • "What if... Iron Man Crashed Into the Grandmaster?" • "What if... Captain Carter Fought The Hydra Stomper?" • "What if... Kahhori Reshaped the World?" • "What if... Hela Found The Ten Rings?" • "What if... The Avengers Assembled in 1602?" • "What if... Strange Supreme Intervened?"

Organizations
S.H.I.E.L.D.Stark IndustriesHYDRAAvengersMasters of the Mystic ArtsBlack OrderGuardians of the GalaxyGuardians of the MultiverseHowling Commandos
Objects
MjölnirOrbPym ParticlesCaptain America's ShieldCloak of LevitationEye of AgamottoScepterSuper Soldier SerumTen RingsTesseractInfinity GauntletInfinity StonesVibraniumAetherUltron Sentries
Locations
AsgardNew York CityProject P.E.G.A.S.U.S.Collector's MuseumDark DimensionSakaarSan FranciscoTony Stark's MansionKamar TajKnowhereWakandaXandar
See Also
Frost GiantsSkrulls
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